David M. Tehle
US Foods HoldingAbout David M. Tehle
David M. Tehle (age 68) is the Non‑Executive Chair of US Foods Holding Corp., serving on the Board since 2016. He is the retired EVP and CFO of Dollar General (2004–2015), with prior finance roles at Haggar, Ryder System, and Texas Instruments. Tehle is designated as an audit committee financial expert and currently serves as Chair of the Board and Chair of the Executive Committee; he previously chaired the Audit Committee. He is independent under NYSE standards and compliant with director stock ownership guidelines .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| US Foods Holding Corp. | Non‑Executive Chair of the Board; Chair, Executive Committee; Member, Compensation & Human Capital Committee | Chair since May 22, 2024; Director since 2016 | Board leadership; sets Board agenda; liaison with management; leads CEO performance review; Executive Committee chair; committee oversight rotation in 2024 refresh |
| US Foods Holding Corp. | Chair, Audit Committee | 2023 | Chaired Audit; financial reporting, auditor oversight, ERM, cybersecurity; designated “financial expert” |
| Dollar General Corporation | EVP & CFO | 2004–2015 | Led finance; deep experience in financial reporting, controls, capital allocation |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| National Vision Holdings, Inc. | Director (Public) | 2017–2024 (past) | Public board; retail operations insight |
| Genesco Inc. | Director (Public) | 2016–2019 (past) | Specialty retail governance |
| Jack in the Box Inc. | Director (Public) | 2004–2024 (past) | QSR governance; food industry insight |
Board Governance
- Independence: Independent director under NYSE standards; Non‑Executive Chair with robust duties; fully independent Board committees .
- Committee assignments (time series):
- 2023: Audit (Chair); Compensation & Human Capital; Executive .
- 2025: Compensation & Human Capital (member); Executive Committee (Chair) .
- Attendance and engagement: 6 Board meetings in FY2024; each director attended ≥75% of Board and committee meetings; all directors attended the annual meeting .
- Executive sessions: Independent directors meet in executive session regularly without management .
- Stockholder engagement: Year‑round program with Board participation; responsiveness evidenced by governance enhancements (declassification, separate Chair/CEO, majority vote/resignation policy) .
Fixed Compensation
| Component (Director Pay) | FY2023 | FY2024 | Notes |
|---|---|---|---|
| Annual Board Cash Retainer | $100,000 | $100,000 | Non‑employee directors |
| Chair of Board Cash Retainer | $175,000 | $175,000 | Additional to base retainer |
| Committee Chair Retainers (Audit/Comp/NCG) | $25,000 / $20,000 / $20,000 | $25,000 / $20,000 / $20,000 | Paid quarterly |
| Committee Member Retainers (Audit/Comp/NCG) | $12,500 / $10,000 / $10,000 (2024) | $12,500 / $10,000 / $10,000 | FY2023 had $5,000 extra for multi‑committee service; removed in 2024 |
| Executive Committee One‑Time Fee | Eligible $20,000 | Eligible $20,000 | Paid if service occurs; Exec Committee did not meet in FY2024 |
| Tehle – Fees Earned (Cash) | $130,000 | $225,659 | Reflects Chair role and committee service |
Performance Compensation
| Equity Component | FY2023 | FY2024 | Vesting / Metrics |
|---|---|---|---|
| Annual RSU Grant – Grant Date Value | $160,023 | $175,004 | Vests on earlier of 1 year from grant or next annual meeting; deferral elections allowed |
| Annual RSU Grant – Shares (Directors) | 3,885 RSUs (May 18, 2023) | 3,179 RSUs (May 15, 2024) | 2024 value based on $55.05 closing price |
| Options (Outstanding at YE) | 2,436 (Tehle) | 2,436 (Tehle) | No options granted in 2024; legacy holdings only |
US Foods director equity awards are time‑based RSUs; there are no director performance metrics tied to equity vesting. Executive plans (AIP/LTIP) use Adjusted EBITDA, Distribution Cost Per Case, IND Market Share, ROIC, and safety modifiers—relevant to Tehle’s committee oversight but not to his director pay .
Other Directorships & Interlocks
| Company | Category | Overlap/Interlock Risk |
|---|---|---|
| Jack in the Box Inc. (past 2004–2024) | QSR customer segment | Potential informational interlock historically; no current role as of 2025; no related‑party transactions disclosed . |
| National Vision (past) / Genesco (past) | Retail | No current interlocks; governance/finance experience benefit . |
Expertise & Qualifications
- Financial expertise: Audit committee financial expert; deep knowledge of reporting, internal controls, and risk management .
- Industry exposure: Food industry governance via Jack in the Box; retail finance leadership at Dollar General and Haggar .
- Governance leadership: Non‑Executive Chair responsibilities (agenda setting, stockholder engagement, CEO performance review) .
Equity Ownership
| Holder | Shares Beneficially Owned | Options (Exercisable within 60 days) | Unvested RSUs | % of Shares Outstanding |
|---|---|---|---|---|
| David M. Tehle | 34,711 | 2,436 | 3,179 | <1% (asterisk per proxy) |
- Ownership guidelines: Directors must hold ≥5x annual cash retainer ($500,000) within 5 years; all directors in compliance/on track .
- Anti‑hedging/pledging: Prohibited for directors under insider trading policy, increasing alignment .
- Section 16 compliance: Company believes all applicable Section 16 filings were timely in FY2024 .
Governance Assessment
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Strengths:
- Independent, experienced financial leader as Non‑Executive Chair; clear division of Chair/CEO roles enhances oversight .
- Robust committee oversight (Audit in 2023; Compensation/Executive in 2025); regular executive sessions; strong ERM and cybersecurity oversight framework .
- Director pay mix balanced (cash + RSUs) with strict ownership guidelines and anti‑hedging/pledging—good alignment .
-
Potential watch‑items:
- Executive Committee eligible one‑time fees; ensure usage only with clear urgent matters (Exec Committee did not meet in 2024) .
- Historical external directorship in QSR (Jack in the Box) is past; continue monitoring for any future interlocks in core customer segments; no related‑party items disclosed involving Tehle .
-
Shareholder signals:
- Strong Say‑on‑Pay support (94% approval in 2024), suggesting investor confidence in compensation governance overseen by committees Tehle participates in .
- Ongoing governance enhancements (board refreshment, committee chair rotations, declassification, majority vote/resignation policy) demonstrate responsiveness .
RED FLAGS: None disclosed specific to Tehle—no related‑party transactions; no hedging/pledging; attendance thresholds met; Section 16 filings compliant .